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Jiangsu Shentong Valve Co., Ltd. Insider Information Confidentiality System
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Insider information confidentiality system
(Revised at the third meeting of the sixth session of the Board of Directors)
Chapter I General Provisions
Article 1 In order to regulate the management of inside information of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company") and strengthen the confidentiality of inside information, in accordance with the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Shenzhen Stock Exchange Stock Listing Rules", "Administrative Measures for Information Disclosure of Listed Companies" and other relevant laws and regulations, rules and the "Articles of Association", formulate this system.
Article 2 The board of directors is the management body of the company's inside information.
Article 3 The secretary of the board of directors shall be the person in charge of the internal information confidentiality work of the company. The Office of the Board of Directors is specifically responsible for the supervision and disclosure of the Company's insider information.
Article 4 The office of the board of directors of the company shall be responsible for the reception, consultation (inquiry) and service of securities regulatory agencies, stock exchanges, securities companies and other institutions, news media and shareholders.
Article 5 Without the approval of the board of directors or the consent of the secretary of the board of directors, any department or individual of the company shall not disclose, report, or transmit to the outside world the content related to the company's inside information and information disclosure. External reports, transmitted documents, soft (magnetic) discs, audio (video) tapes, CDs and other materials involving inside information and information disclosure content must be reviewed and approved by the board of directors or the secretary of the board of directors before external reports and transmissions.
Article 6 the directors, supervisors and senior managers of the company, as well as all departments and subsidiaries of the company, shall do a good job in the confidentiality of inside information.
Article 7 the company and its directors, supervisors, senior managers and insiders shall not disclose inside information, conduct insider trading or cooperate with others to manipulate the price of securities trading.
Chapter II Meaning and Scope of Insider Information
Article 8 Insider information refers to the undisclosed information that is known to insiders and involves the company's operations, finances, or has a greater impact on the trading prices of the company's stocks and derivatives. Not yet made public refers to the matters that the company has not officially made public in the information disclosure publications or websites of listed companies designated by the CSRC.
Article 9 The scope of inside information:
(I) major changes in the company's business policies and business scope;
(II) the company's major investment behavior and major purchase of property decisions, the company's purchase or sale of major assets exceeds 30% of the company's total assets within one year, or the company's main assets for business use are mortgaged, pledged, sold or scrapped more than 30% of the assets at one time;
(III) the company to enter into important contracts, provide significant guarantees or engage in related transactions, which may have a significant impact on the company's assets, liabilities, equity and operating results;
(IV) the company defaults on material debts and failure to pay off material debts due, or large liability;
The (V) company has major losses and losses;
(VI) significant changes in the external conditions of the company's production and operation;
The directors, supervisors of 1/3 or above or the president of the (VII) company are changed; the chairman or the president is unable to perform his duties;
(VIII) shareholders or actual controllers holding more than 5% of the company's shares, their holding of shares or control of the company has changed significantly;
(IX) the company's plan to distribute dividends or increase capital, the company's decision to reduce its capital, merge, split up, dissolve or file for bankruptcy; or enter into bankruptcy proceedings and be ordered to close down in accordance with the law;
(X) major litigation and arbitration involving the company, the resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid according to law;
(11) The company's suspected crimes are filed for investigation by the judicial organs, and the company's directors, supervisors, and senior managers are suspected of crimes by the judicial organs to take compulsory measures;
(12) The board of directors shall form relevant resolutions on the issuance of new shares or other refinancing schemes and equity incentive schemes;
(xiii) Changes in the credit rating of corporate bonds;
(xiv) Mortgage, pledge, sale, transfer or scrapping of the company's significant assets;
(xv) Failure of the company to pay off its debts as they fall due;
(xvi) The company's undisclosed quarterly, interim and annual financial reports;
(xvii) The company's new borrowings or external guarantees exceed 20 per cent of its net assets at the end of the previous year;
(xviii) Significant changes in the company's shareholding structure or production and operation;
(xix) The company's waiver of claims or property exceeds 10 per cent of its net assets at the end of the previous year;
(20) The company has suffered a significant loss exceeding 10% of its net assets at the end of the previous year;
(21) Other important information determined by the CSRC to have a significant impact on the trading price of securities.
Chapter III The Meaning and Scope of Insiders
Article 10 Insiders refer to the internal and external relevant personnel of a listed company who have access to and obtain inside information.
Article 11 Scope of insiders:
Directors, supervisors and senior managers of the (I) company;
(II) shareholders holding more than 5% shares of the company and their directors, supervisors and senior managers, the actual controller of the company and its directors, supervisors and senior managers;
(III) acquirers and their concerted actors or counterparties and their related parties, as well as their directors, supervisors and senior managers who may affect the trading price of the company's securities;
Directors, supervisors and senior managers of the subsidiaries of the (IV) company;
(V) external units and individuals that obtain insider information of the Company for the purpose of performing their job duties;
The legal representatives (responsible persons) and managers of various securities service agencies who (VI) produce and issue securities issuance recommendation letters, audit reports, asset evaluation reports, legal opinions, financial advisory reports, credit rating reports and other documents for major events of the company, And the legal representatives (responsible persons) and managers of relevant units involved in the consultation, formulation, demonstration and other links of major events;
Spouses, children and parents of natural persons who (VII) the above provisions;
(VIII) other informed persons as stipulated by CSRC and Shenzhen Stock Exchange.
Chapter IV Confidentiality System
Article 12 Leaders at all levels and departments shall strengthen the study of relevant laws, regulations and rules and regulations such as securities and information disclosure. Departments or leaders in charge shall assume leadership responsibility for violations of this confidentiality system by subordinate employees in their departments. Strengthen self-discipline, raise awareness, and do a good job in the confidentiality management of inside information.
Article 13 All directors, supervisors and other insiders of the company shall control the scope of information to the minimum before the company's information is publicly disclosed.
Article 14 Insiders who have the opportunity to obtain inside information shall not disclose the contents of inside information to others, and shall not use inside information to make profits for themselves, relatives or others.
Article 15 Non-insiders shall consciously do not ask or try to obtain inside information in any other way. Non-insiders become insiders from the time they become aware of insider information and are subject to this system.
Article 16 Insiders shall properly keep documents, soft (magnetic) disks, CD-ROMs, audio (like) tapes, meeting minutes, resolutions and other materials containing inside information, and are not allowed to borrow or copy them, and are not allowed to be carried or kept by others.
Article 17 Before the inside information of the company has not been published, the person with knowledge of the inside information shall not disclose or report the contents of the inside information to the outside world. Anyone who has access to the company's relevant inside information shall sign a corresponding confidentiality agreement. The insider shall ensure that the relevant inside information is only used for the company's business management decisions and work-related activities, and is prohibited for other purposes, and shall not use inside information to buy or sell or advise others to buy or sell the company's stocks, nor shall they disclose inside information to others, so as to urge others to use the information to buy and sell the company's securities and its derivatives. The confidentiality period of the agreement ends on the date on which the information is publicly disclosed or the information is no longer inside information. The office of the board of directors of the company is responsible for the management and custody of the confidentiality agreement of the relevant insider information and the registration and filing of the relevant personnel with knowledge of the insider information.
Article 18 When a typist is printing written materials about the contents of inside information, irrelevant persons shall not stay at the scene.
Article 19 When printing relevant documents and materials, the printer shall print them in strict accordance with the number of instructions and shall not print more or less without authorization.
Article 20 Before the publication of inside information, confidential and archival staff shall not lend out documents, soft (magnetic) discs, CD-ROMs, recording (like) tapes, meeting minutes, meeting resolutions and other documents and materials containing inside information.
Article 21 Before the announcement of inside information, financial and statistical staff shall not disclose and submit the company's monthly, interim and annual statements and relevant data to the outside world. Prior to the official announcement, the aforementioned insider information shall not be disseminated and posted in any form on the company's internal website.
Article 22 if an insider violates the Company Law, the Securities Law, the listing rules and the provisions of this system, resulting in serious consequences and causing heavy losses to the company, in accordance with the relevant provisions and according to the seriousness of the circumstances, the responsible personnel shall be given the following internal sanctions of the company:
1. informed criticism;
(2) Warning;
3. The demerit;
4, demotion and salary reduction;
5, stay in the company for inspection;
6. Dissolve the labor contract.
The above sanctions may be imposed individually or concurrently.
Article 23 If an insider violates the above provisions, causes serious consequences in society and causes serious losses to the company, and constitutes a crime, he will be transferred to the judicial organ to be investigated for criminal responsibility according to law.
Chapter V Supplementary Provisions
Article 24 The Board of Directors of the Company shall be responsible for the interpretation and revision of this system.
Article 25 This system shall be formally implemented from the date of approval by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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